12/03/2025 | Press release | Distributed by Public on 12/03/2025 20:20
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (8) | 12/01/2025 | C | 826,216 | (8) | (8) | Class A Common Stock | 826,216 | (5) | 4,681,897 | I | See footnotes(1)(6)(7) | |||
| Class B Common Stock | (8) | 12/01/2025 | C | 19,659 | (8) | (8) | Class A Common Stock | 19,659 | (5) | 111,398 | I | See footnotes(2)(6)(7) | |||
| Class B Common Stock | (8) | 12/01/2025 | C | 677,508 | (8) | (8) | Class A Common Stock | 677,508 | (5) | 3,839,211 | I | See footnotes(3)(6)(7) | |||
| Class B Common Stock | (8) | 12/01/2025 | C | 131,057 | (8) | (8) | Class A Common Stock | 131,057 | (5) | 742,658 | I | See footnotes(4)(6)(7) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Insight Holdings Group, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036 |
X | |||
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Insight Venture Associates X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036 |
X | |||
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Insight Venture Associates X, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036 |
X | |||
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Insight Venture Partners (Cayman) X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036 |
X | |||
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Insight Venture Partners (Delaware) X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036 |
X | |||
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Insight Venture Partners X (Co-Investors), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036 |
X | |||
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Insight Venture Partners X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK, NY 10036 |
X | |||
| Insight Venture Partners X, L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer | 12/03/2025 | |
| **Signature of Reporting Person | Date | |
| Insight Venture Partners (Cayman) X, L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer | 12/03/2025 | |
| **Signature of Reporting Person | Date | |
| Insight Venture Partners (Delaware) X, L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer | 12/03/2025 | |
| **Signature of Reporting Person | Date | |
| Insight Venture Partners X (Co-Investors), L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer | 12/03/2025 | |
| **Signature of Reporting Person | Date | |
| Insight Holdings Group, LLC, By: /s/ Andrew Prodromos/Attorney-in-Fact | 12/03/2025 | |
| **Signature of Reporting Person | Date | |
| Insight Venture Associates X Ltd., By: /s/ Andrew Prodromos/Authorized Officer | 12/03/2025 | |
| **Signature of Reporting Person | Date | |
| Insight Venture Associates X, L.P., By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer | 12/03/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Held directly by Insight Venture Partners X, L.P. |
| (2) | Held directly by Insight Venture Partners X (Co-Investors), L.P. |
| (3) | Held directly by Insight Venture Partners (Cayman) X, L.P. |
| (4) | Held directly by Insight Venture Partners (Delaware) X, L.P. |
| (5) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. The Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain events as described further in the Issuer's amended and restated certificate of incorporation. |
| (6) | Insight Holdings Group, LLC ("Holdings") is the sole shareholder of Insight Venture Associates X, Ltd. ("IVA X Ltd"), which is the general partner of Insight Venture Associates X, L.P. ("IVA X"), which is the general partner of each of Insight Venture Partners X, L.P. ("IVP X"), Insight Venture Partners (Cayman) X, L.P. ("IVP Cayman X"), Insight Venture Partners (Delaware) X, L.P. ("IVP Delaware X") and Insight Venture Partners X (Co-Investors), L.P. ("IVP X Co-Investors," collectively with IVP X, IVP Cayman X and IVP Delaware X, the "IVP X Funds") (the IVP X Funds, collectively with Holdings, IVA X Ltd and IVA X, the "Insight Entities"). As a result, the amounts owned by each of the IVP X Funds may be deemed attributable to each of the other Insight Entities. |
| (7) | Each of Jeffrey L. Horing, Deven Parekh, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Holdings and may be deemed to have shared voting and dispositive power over the shares held of record by the IVP X Funds. The foregoing is not an admission by any other Insight Entity that it is the beneficial owner of the shares held of record by the IVP X Funds. Each of the other Insight Entities, Messrs. Horing, Parekh, Lieberman and Triplett disclaims beneficial ownership of the shares held of record by the IVP X Funds, except to the extent of its/his pecuniary interest therein. |
| (8) | On December 1, 2025, the reporting persons converted each share of Class B Common Stock into one share of Class A Common Stock. The Class B Common Stock was convertible into shares of Class A Common Stock upon the occurrence of certain events as described further in the Issuer's amended and restated certificate of incorporation. |